Terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE

For professional buyers

Identity of Seller

ABYSS INGREDIENTS

Simplified joint-stock company with share capital of €147,000

Registered address: CAUDAN (56850) – ZA de Kergoussel – 860, route de Caudan

Registered in the Vannes Trade and Companies Register: 479 598 534

VAT identification number:  FR46 479 598 534

Email address:  contact@abyss-ingredients.com

Customer service number: +33 297 883 413

Website: www.abyss-ingredients.com

Article 1: Scope of application

1-1 In application of the provisions of article L.441-6 of the Commercial Code, these general terms and conditions of sale constitute the sole basis of the commercial relationship between the parties.

The purpose of these general terms and conditions of sale is to determine the conditions by which ABYSS INGREDIENTS (hereinafter “ABYSS INGREDIENTS”) sells to professional buyers (hereinafter “the Buyers or the Buyer”) which order products sold by ABYSS INGREDIENTS, either directly or by paper.

These general terms and conditions of sale apply without restriction or reserve to all sales concluded by ABYSS INGREDIENTS to BUYERS, irrespective of any clauses to the contrary which may be included in the BUYER’s documents, in particular its general terms and conditions of purchase.

1-2 These general terms and conditions of sale are systematically communicated to all Buyers who request to make an order to ABYSS INGREDIENTS. They are also communicated to all distributors prior to the conclusion of the single agreement described in articles L.441-7 and L.441-7-1 of the Commercial Code within the legal deadlines.

Any order of products implies the Buyer’s acceptance of these general terms and conditions of sale.

The information displayed on the website, the catalogues, prospectus and prices of ABYSS INGREDIENTS are given on an indicative basis only and may be revised at any time. ABYSS INGREDIENTS is entitled to make any modifications to them that it sees fit.

1-3 ABYSS INGREDIENTS reserves the right to make exceptions to certain clauses of these general terms and conditions of sale, according to the negotiations held with the Buyer, by establishing special terms and conditions of sale.

ABYSS INGREDIENTS also reserves the right to draw up general terms and conditions of sale by category, by way of exception from these general terms and conditions of sale, depending on the type of client in question, determined using objective criteria. In such case, the general terms and conditions of sale for the category shall apply to all operators meeting those criteria.

Article 2: Orders

2-1 All orders must be made in the form of a purchase order duly signed by the BUYER and communciated to ABYSS INGREDIENTS by email at the following address: contact@abyss-ingredients.com.

Sales are not fulfilled until after express written acceptance by ABYSS INGREDIENTS of the order made by the Buyer by email or any other appropriate written means of communication. ABYSS INGREDIENTS may in particular reject an order if it exceeds its production capacity.

2-2 In case of cancellation of an order by the BUYER after it has been accepted by ABYSS INGREDIENTS, for any reason whatsoever excluding force majeure, TWENTY-FIVE PER CENT (25%) of the price already paid for the order shall be legally kept by the ABYSS INGREDIENTS and shall not be reimbursed.

Article 3: Price

3-1 Products are sold at the price in force on the day that the order is made, listed in ABYSS INGREDIENTS’ price schedule, or where applicable in the specific commercial proposal addressed to the BUYER.

These prices are final and not revisable during their valid period of six months as indicated by ABYSS INGREDIENTS.

These prices are net, excluding tax, and include all of the operations provided in application of Incoterm 2010 DDP (“Delivered Duty Paid”); products (not unloaded) delivered at their final destination, import customs and taxes are covered by ABYSS INGREDIENTS; the BUYER is responsible only for unloading.

Article 4: Payment terms

4-1 The price is payable in cash on the day of the order.

4-2 ABYSS INGREDIENTS shall not be obliged to deliver the products ordered by the BUYER if it does not pay the corresponding price under the aforementioned terms and conditions.

4-3 Orders may be paid as follows:

  • bank transfer into ABYSS INGREDIENTS’ account,
  • bank card  (Visa, MasterCard, American Express, other bank cards),
  • bank cheque.

In case of payment by bank cheque, it must be issued by a bank registered in metropolitan France. Cheques are cashed immediately. Payments made by the BUYER are not considered final until the sums due are effectively received by ABYSS INGREDIENTS.

4-4  Unless first expressly permitted in writing by ABYSS INGREDIENTS, there shall be no offsetting of the amounts of any penalties for delayed delivery or non-conformity of the products ordered by the BUYER with the sale prices owed by the latter to ABYSS INGREDIENTS.

Article 5: Deliveries

5-1 Products are delivered within a maximum deadline of five (5) weeks, from payment in full of the order.

This deadline is not strict and ABYSS INGREDIENTS does not assume any responsibility toward the BUYER in case of delayed delivery not exceeding twelve (12) weeks.

ABYSS INGREDIENTS assumes no responsibility in case of delayed or suspended delivery attributable to the BUYER or a force majeure event.

5-2 Delivery shall be made at the address indicated by the BUYER.

5-3 The BUYER must verify or have verified the apparent state of products upon delivery. In the absence of reservations expressly made upon delivery by the BUYER, the products delivered by ABYSS INGREDIENTS will be deemed to conform in the quantity and quality of the order.

The BUYER will have a period of TWO (2) days from delivery of ordered products to issue such reservations in writing to ABYSS INGREDIENTS. No claims will be accepted where the BUYER does not respect these formalities.

ABYSS INGREDIENTS will, as soon as possible and at its own expense, replace delivered products whose conformity fault has been duly proven by the BUYER.

Article 6: Transfer of property - Transfer of risks

6-1 Property of products is only transferred to the BUYER after its payment in full of the price, irrespective of the date of delivery of those products.

6-2 Risk of loss and deterioration of products is transferred to the BUYER according to Incoterm 2010 DDP (“Delivered Duty Paid”).

Article 7: Responsibility of ABYSS INGREDIENTS

Subject to the guarantees provided by law, the responsibility of ABYSS INGREDIENTS is strictly limited, all causes included under direct, material prejudice suffered by the BUYER, excluding all indirect prejudice and immaterial damage (loss of operation, loss of customer base, loss of orders, commercial disruption, etc.), notwithstanding the fact that ABYSS INGREDIENTS is to be informed of the possibility of such damage.

On both its own behalf and that of its insurers, the BUYER waives all recourse against ABYSS INGREDIENTS and its insurers for compensation exceeding the limits provided above.

Article 8: Intellectual property

All patents, artwork and models, know-how, information, specifications, concepts (ideas or strategies, methodologies, etc.), documents, items (models, samples, specimens, etc.), implemented by ABYSS INGREDIENTS or communicated by ABYSS INGREDIENTS at the time of sale of its products, remaining the sole property of ABYSS INGREDIENTS or its suppliers.

The BUYER may not use the industrial and intellectual property rights belonging to ABYSS INGREDIENTS or its suppliers unless it has signed a licence agreement, even if the rights of use are granted freely.

Article 9: Unforeseen Circumstances

These general terms and conditions of sale exclude the supplementary provisions of article 1195 of the Civil Code alowing the conditions of a contract to be reconsidered in case of the occurrence of unforeseen circumstances.

Article 10: Force Majeure

ABYSS INGREDIENTS and/or the BUYER shall not be held liable if the non-performance or delayed performance of any of their obligations, as described herein, arises from a force majeure event as defined by article 1218 of the Civil Code.

The party suffering the force majeure event must immediately inform the other party of its inability to perform its services and justify same. The suspension of its obligations shall in no case be a cause for liability for non-performance of the obligation in question, or invoke the payment of damages or late penalties.

The execution of obligations is suspended throughout the duration of the force majeure so long as it is temporary and does not exceed a period of THIRTY (30) days. As a result, as from the disappearance of the cause for the suspension of their reciprocal obligations, the parties will make every effort to resume the normal execution of their contractual obligations as quickly as possible. In this regard, the prevented party will inform the other of the resumption of its obligations by registered letter with request for acknowledgement of receipt or any extrajudicial act. If the prevention is definitive or exceeds a period of THIRTY (30) days, the sale(s) in question will be cancelled pure and simple.

During this suspension, the costs incurred by the situation shall be covered by the prevented party.

Article 11: Applicable law

These general terms and conditions of sale are governed by French law.

In the event that these general terms and conditions of sale are translated into other foreign languages, only the French language version shall be used in case of dispute.

Article 12: Disputes

All disputes which may arise from these general terms and conditions of sale and agreements, in relation to their formation, and/or interpretation, and/or execution, and/or cessation, and/or consequences and follow-up, shall be firstly referred to the exclusive competence of the French state courts, materially competent in the jurisdiction in which ABYSS INGREDIENTS’ registered address is located, even in case of emergency proceedings, multiple defendants or parties, or incidental claim.

Disputes based on anti-competition or competition limiting practices shall also be firstly referred to the exclusive competence of the French state courts.